General terms and conditions
Article 1: Applicability – definitions
1. These general terms and conditions apply to every offer made by us and to all our agreements of purchase/sale – whether or not concluded via our website www.uspartscenter.nl – and to all our agreements of assignment that we conclude with you.
2. If (part of) a provision is null and void or destroyed, the remaining provisions of these general terms and conditions shall continue to apply.
3. In the event of a discrepancy between these general terms and conditions and a translation thereof, the Dutch text shall prevail.
4. These general terms and conditions also apply to subsequent or partial orders, follow-up orders or partial orders.
5. All provisions in these general terms and conditions are written for our business buyers/clients as well as for consumers. We use the term ‘consumer’ when a provision contains a deviation/addition that only applies to consumers. A ‘consumer’ is: a natural person acting outside his business or professional activity.
6. We further use the following terms in these general terms and conditions:
a. offer: any offer by us, whether or not in the form of a written quotation;
b. in writing: by letter, by e-mail or any other form of communication that can be equated with this, such as WhatsApp messages;
c. documents: both physical and digital documents, for example advice to be provided by you or us, reports, manuals and the like;
d. information: both said documents and other (oral) data;
e. items: our products in the field of American car parts and related/associated products;
f. order: an order to perform work on (parts of) cars, e.g. providing software updates, duplicating your key or programming your key/contact;
g. our website: the website referred to in paragraph 1.
Article 2: Offer
1. Unless we state a validity period in/next to our offer, this concerns an offer without obligation. We may revoke a non-binding offer within 2 working days of receiving your acceptance.
2. A combined offer does not oblige us to deliver part of the offered performance or goods at a corresponding part of the price/compensation.
3. If we base our offer on your information and this information turns out to be incorrect/incomplete or changes afterwards, we are entitled to adjust the prices, rates and/or periods stated accordingly.
4. Our offer and our prices and rates do not automatically apply to repeat orders or new/further orders.
5. Samples, models and examples shown or provided to you, statements of colours, capacities, performances, properties, dimensions, weights and other descriptions in brochures
promotional material or on our website are as accurate as possible, but are for indicative purposes only. You cannot derive any rights from them.
Article 3: Conclusion of the agreement
1. The agreement is concluded after you have accepted our offer, for example by agreeing to our quotation. If your acceptance deviates from the offer, the agreement only comes into being after we have agreed to the deviations in writing.
2. We are only bound by:
a. an assignment or order without a prior offer;
b. verbal agreements;
c. additions or amendments to the general terms and conditions or agreement;
after we have confirmed this to you in writing or as soon as we have started executing the assignment, order or agreements without your objection.
3. We shall only be bound by your order via the website after we have confirmed the order to you in writing – whether by automatic message or not.
Article 4: Distance selling – cooling-off period, right of dissolution
1. This article applies to consumers in the case of a distance purchase within the meaning of Article 6:230g paragraph 1 of the Civil Code (sales via our website).
2. As a consumer, you have a statutory cooling-off period of 14 calendar days. Within this period you may dissolve the agreement without giving reasons.
3.The cooling-off period starts from the day on which you or a third party designated by you (not being the carrier): a. received the ordered goods;
b. received the last item, if your order concerns several items and these items are delivered separately;
c. received the last shipment or part, if the delivery of one item consists of several shipments/parts.
4.You dissolve the agreement by a written statement addressed to us or by using the dissolution form on our website.
5. The dissolution has the effect that also by operation of law (automatically) all possible additional agreements are dissolved.
6.You have no right of dissolution when supplying:
a. specific, custom-made items or items that are clearly intended for you/another specific person;
b. goods that we do not normally carry in our range, but ordered especially for you;
c. goods which – e.g. for reasons of health protection – have been sealed and of which the seal has been broken after delivery;
d. goods which, after delivery, are by their nature irrevocably mixed with other goods.
7. Does the item not comply with what we have agreed? Then the complaint article in these general terms and conditions applies.
Article 5: Distance selling – returns, refunds
1. This article also only applies to consumers when selling via our website.
2. Unless we collect the goods ourselves (or have them collected), the following conditions apply to returns:
a. within 14 calendar days after dissolution;
b. in the original, undamaged packaging;
c. unused;
d. at your expense and risk.
3. By ‘unused’ in paragraph 2 under c, we mean: you may not use the goods beyond what is necessary to establish the nature, characteristics and functioning of the delivered goods. What does this mean? You may carefully open a package to view the items, but do not damage this packaging. In addition, the items must always be oil and grease-free, unassembled, and undamaged upon return. Do you act contrary to paragraph 2 under b or c? Then you will be liable for any reduction in the value of the goods.
4. No later than 14 calendar days after receipt of your cancellation declaration, we will refund the amounts received from you. Unless we agree otherwise, we will do so in the same way and in the same currency as your payment.
5. Paragraph 4 also covers any shipping costs you paid to us for delivery, but the costs of the return shipment are for your own account. The latter also applies to additional (shipping) costs you incurred because you chose a different mode of delivery than the standard mode offered by us.
6. Unless we collect the goods ourselves (or have them collected), you may only claim reimbursement after
a. we have received the goods back
b. you have demonstrated that you have returned the goods.
7.If the items:
a. have been processed;
b. have been damaged;
c. have been used (see definition paragraph 3); we may refuse the items or only have to refund part of the amounts received. If this is the case, we will inform you immediately after receiving the items.
8.You will never be liable or liable for costs for the mere fact that you exercise your right of dissolution.
Article 6: Compensation – prices, rates
1. Unless we agree with you on a fixed fee (total price) for an assignment, we calculate our fee on the basis of hours spent at the hourly rate agreed/usually used with you.In the event of a dispute about the hours spent or charged, our time records shall be binding, subject to your evidence to the contrary.
2. If, during the execution of the commission, it appears that we have not correctly estimated the amount of work, we are entitled to increase an agreed fixed fee, provided that the estimation error cannot be blamed on us and we cannot reasonably execute the commission at the agreed fee.
3. For urgent assignments or if we carry out agreed work at your request outside our normal working days, we may charge you a surcharge. Our normal working days are: Monday to Friday (excluding recognised national holidays) within our usual working hours.
4. Our prices and rates stated in an offer, price or rate list are exclusive of VAT and any costs, such as transport or shipping costs, handling costs and invoices from third parties engaged.
5. Price reductions after the conclusion of the agreement due to – for example – discount actions do not entitle you to a price reduction.
6. If we are confronted with (cost-)price increasing circumstances after the conclusion of the agreement, we are entitled to adjust the prices/rates agreed with you accordingly. (Cost) price-increasing circumstances are in any case changes in legislation and regulations, government measures, currency fluctuations, changes in the prices of required materials/parts or changes in the rates of engaged third parties.
7. Are you a consumer and does it concern a price or rate change within 3 months of concluding the agreement? Then you may dissolve the agreement within 5 working days of our notification of the change. Dissolution is effected by a written statement addressed to us.
Article 7: Engagement of third parties
We may have deliveries and work carried out by third parties.
Article 8: Obligations – information
1. You shall ensure that:
a. you provide us with all information required for the performance of the agreement, such as – if applicable – documents belonging to your car (or the relevant part) in good time;
b. we have timely access to your location and (the relevant part of) your car;
c. we have access to the electricity connection facilities we require at the work location free of charge;
d. you do not leave valuables unattended in the car. We are not liable for theft/loss of or damage to property left in the car.
2. You guarantee that the information provided to us is correct, complete and authentic and indemnify us against claims from third parties arising from this information being incorrect, incomplete or not authentic.
3. We shall keep confidential all information that we obtain from or about you when concluding/executing the agreement. We only give this information to third parties to the extent necessary for the execution of the agreement.
4. We process information covered by the AVG (General Data Protection Regulation) in accordance with the AVG and the Privacy Statement published on our website and report any breaches of information security also in accordance with the AVG.
5. You may only resell the goods delivered to you in the original packaging originating from us or our supplier. You may not make any changes to the original packaging and you must prevent damage.
6. Do you not (timely) fulfil the aforementioned obligations or your other obligations from the agreement/these general terms and conditions? Then we may suspend the execution of the agreement until you have fulfilled your obligations. The costs and other consequences (e.g. damage) resulting from this will be at your expense and risk.
7. If you fail to fulfil your obligations and we do not demand immediate performance, this does not affect our right to demand performance from you at a later date.
Article 9: Delivery – deadlines – progress and performance of agreement
1. We make every effort to deliver the agreed performance/items on time, but agreed terms are never deadlines. Do we fail to meet our obligations (on time)? Then you must give us another reasonable period for performance by written notice of default.
2. If a delay occurs in the commencement, progress or completion of the commission or the agreed delivery of goods because:
a. we do not receive all necessary information from you in time;
b. we do not have timely access to (the relevant part of) your vehicle;
c. we do not receive an agreed (advance) payment from you on time;
d. there are other circumstances which are at your expense and risk;
we are entitled to a reasonable extension of the agreed period and to compensation for the costs and damage involved, such as any waiting time.
3. Do we speed up the performance of the agreement at your request? If so, we are entitled to charge you for the overtime and other costs involved.
4. The risk for goods to be delivered is transferred to you as soon as the goods leave our premises or we inform you that you can collect the goods.
5. Dispatch or transport of ordered items shall be at your expense and risk. We shall not be liable for damage related to the shipment/transport.
6. Are you a consumer? Then the risk for these items passes to you as soon as you or a third party designated by you receive the items. Will you appoint your own carrier? Then the risk passes to you upon receipt of the goods by this carrier. Dispatch or transport is at your expense.
7. We may store goods ordered or materials etc. purchased for the order at your expense and risk if we are unable to deliver the goods to you in the agreed manner, if you fail to collect these goods or if we are unable to execute/complete the order and the cause of this lies within your sphere of risk. We will give you a reasonable period of time within which you give us the opportunity to deliver the goods, complete the order or collect the goods.
8. Are you still in default of your (purchase) obligation after this reasonable period? Then you are immediately in default. We may – by a written statement addressed to you – dissolve the agreement in whole or in part and sell the ordered items/materials, etc. to third parties, without having to compensate you for any damage, interest and costs. This also does not affect our right to compensation for our (storage) costs, damage and loss of profit or our right to demand performance from you.
9. We will inform you of the consequences for agreed prices, rates and deadlines:
a. in the event of changes to an order/assignment requested by you;
b. if during the execution of the agreement it appears that we cannot execute it in the agreed manner due to unforeseen circumstances. We will consult with you about a possible changed execution. Do the aforementioned circumstances make performance impossible? Then we are in any case entitled to full compensation for the work/supplies already carried out and the costs incurred by us.
10. We will agree more and less work with you in writing. We are only bound to verbal agreements after we have confirmed them to you in writing or as soon as we have started their execution – without your objection. Additional work refers in any case to all additional work and deliveries arising at your request or necessarily from the execution of the agreement and not included in the offer/assignment. We may pass on the costs involved in this to you separately.
Article 10: Approval – acceptance of orders
1. We will inform you when we have completed the agreed work and (the relevant part of) your car is (again) ready for use.
2. The work is completed in accordance with the agreement at the time you have checked the operation of (the relevant part of) the car and signed the delivery statement or (work) receipt for approval.
3. You will also be deemed to have given your approval if:
a. we do not provide a completion statement or (work) receipt and you do not complain within 5 working days after the notification referred to in paragraph 1;
b. you immediately put (the part of) the car into use (again) without an inspection.
4. Do you engage third parties for work that (may) affect the proper use of (the relevant part of) your car? Then this is no reason for a later approval or rejection if this work has not yet been carried out/finished upon completion of our work.
5. Do you still discover faults, defects, imperfections, etc. after completion? Then the provisions of the complaints article apply.
Article 11: Deposit parts
1. We do not accept returns of deposited parts unless otherwise stated.
2. All return costs are the customers responsibility.
Article 12: Complaints – returns
1. You check the delivered goods immediately upon receipt and report any visible defects, damage, errors, faults, etc. to us within 1 working day of receipt, followed by a written confirmation thereof. Do you fail to report these complaints on time? Then the goods are deemed to have been received by you in good condition and in accordance with the agreement.
2. You shall report other complaints about the delivered goods to us in writing immediately after discovery – but no later than within the agreed guarantee period. All consequences of not immediately reporting are at your risk.
3. Complaints about work carried out should also be reported to us in writing immediately after discovery, but at the latest within the agreed period. All consequences of not immediately reporting are at your risk. In the absence of a timely complaint, the work shall be deemed to have been carried out in accordance with the agreement.
4. Do you fail to report a complaint in time? Then you cannot invoke an agreed warranty.
5. Complaints do not suspend your payment obligation.
6. The previous paragraph does not apply to consumers.
7. You enable us to investigate the complaint and provide us with all relevant information for this purpose. Is return shipment necessary for the investigation or do we have to investigate the complaint on site? This will be at your expense, unless your complaint turns out to be justified afterwards. You always bear the shipping/transport risk.
8. Unless the goods are returned within the scope of article 5, they will always be returned in consultation, in a manner to be determined by us and in the original (undamaged) packaging/packaging.
9. If you have no complaint about the delivered goods, but would like to return the goods, because – for example – you ordered the wrong product by mistake or, on second thoughts, you would prefer a different product? Then, in addition to the provisions of paragraph 9, the following applies:
a. we must then have received the items back within 30 days of the invoice date;
b. the returned items must be oil and grease-free, unassembled and undamaged;
c. you can never return electrical parts or items which we do not normally carry in our range, but which we ordered especially for you. We will therefore not reimburse you for these items.
11. No complaints are possible about:
a. imperfections in/properties of items inherent to the nature of the materials or raw materials from which the items are manufactured;
b. minor deviations accepted in the sector with regard to stated capacities, performances, dimensions, etc;
c. items that have been changed or processed (e.g. already assembled) after you have received them.
Article 13: Guarantees
1. We shall carry out the agreed deliveries and work properly and in accordance with the standards applicable in our industry, but shall give no further guarantee than we expressly agree with you.
2. During the guarantee period, we guarantee the usual quality and soundness of the delivered goods.
3. When using parts/materials required for an order, we base ourselves on information from the manufacturer or supplier regarding their properties. Does the manufacturer or supplier provide a guarantee for these parts/materials or for the items delivered? Then this guarantee applies between us in the same way. We will inform you of this.
4. Unless we agree otherwise, no warranty applies to used (second-hand) parts, such as exchange parts.
5. Defects resulting from technical changes made by you or on your behalf to the delivered items or the result of our work are not covered by the guarantee.
6. Do you want to use the items for a purpose other than the usual purpose or in a way other than the usual way? Then we only guarantee that the items are suitable for this purpose if we confirm this to you in writing.
7. You cannot invoke the guarantee as long as you have not yet paid the price or payment agreed for the items/work.
8. The previous paragraph does not apply to consumers.
9. Do you rightly invoke an agreed warranty? Then we have the choice between repairing or replacing the items free of charge, carrying out the agreed work – free of charge and in the correct manner – or reimbursing or reducing the agreed price/compensation. In case of additional damage, the provisions of the liability article apply.
10. Are you a consumer? In that case, you may always opt for repair or replacement of the items free of charge or the subsequent performance of the work – free of charge and in the correct manner – unless this cannot reasonably be required of us. In the latter case, you may dissolve the agreement – by a written statement addressed to us – or request a discount on the agreed price/compensation.
Article 14: Liability
1. Apart from the guarantees expressly agreed with you or given by us, we do not accept any liability.
2. We shall only be liable for direct damage. Any liability for consequential damage, such as trading loss, loss of profit and losses suffered, damage caused by delay, personal or bodily injury, is expressly excluded.
3. You shall take all necessary measures to prevent or limit the damage.
4. If we are liable, our compensation obligation is always limited to a maximum of the amount paid out by our insurer in the relevant case. If no payment is made or if the damage is not covered by any insurance taken out by us, our obligation to pay compensation is limited to the amount paid by our insurer. Then our obligation to pay compensation is limited to a maximum of the invoice amount for the goods delivered and/or work performed.
5. All your claims for compensation of damage suffered lapse in any case 6 months after you are aware of/should have been aware of the damage suffered by you and could therefore have sued us for it.
6. Contrary to the previous paragraph, a period of 1 year applies to consumers.
7. Do you make parts or materials available for processing? Then we are responsible for correct processing, but not for the soundness of these parts/materials nor for the effect these parts/materials have on the end result or your car.
8. We are not liable – and you cannot invoke the applicable warranty – if the damage is caused by:
a. your incompetent use or use contrary to the purpose of the (supplied) product or use contrary to the instructions, advice, directions for use, manuals, etc. provided by us or on our behalf;
b. your inexpert storage (storage/storage) of the items or your car;
c. inexpert/inadequate maintenance of the items by you or a third party engaged by you;
d. damage to the items by external influences other than influences the items should normally be able to withstand, such as fire, lightning strike, extreme hail, etc.; e. normal wear and tear or corrosion;
f. errors, incompleteness, defects etc. in the information or parts/materials provided or prescribed to us by or on behalf of you;
g. your directions or instructions;
h. or as a result of a choice by you that deviates from our advice or what is customary;
i. or because (repair) work or modifications/processes have been carried out by you or on your behalf on the delivered goods without our express prior consent.
9. In the situations mentioned in the previous paragraph, you are fully liable for the resulting damage and indemnify us against claims from third parties.
10. The limitations of liability included in this article do not apply if the damage is due to our intentional or deliberate recklessness or if the limitations are contrary to mandatory statutory provisions. Only in these cases will we indemnify you against third-party claims.
Article 15: Payment
1. We may always request (partial) prepayment or other security for payment from you.
2. Unless we agree otherwise:
a. for orders via our website, you pay as indicated on the website;
b. for other orders, payment will be made in cash on delivery/pick-up.
3. Have we agreed with you on payment on account? Then you must pay within 30 days of the invoice date. The correctness of the invoice is established if you do not object within this payment period.
4. Did you not pay (in full) within the payment term? Then you will owe us default interest in the amount of 2% per month, to be calculated cumulatively over the principal sum. Parts of a month will be counted as full months. What does this cumulative monthly interest mean? In the first month after expiry of the payment term, we calculate the interest on the principal sum. In every subsequent month that you do not pay, we will calculate the interest on the principal amount plus the interest already accrued in the previous month(s).
5. For consumers, we charge a default interest rate of 6% per year, unless the statutory interest rate is higher. In that case, the statutory interest rate applies.
6. If your payment is still not made after a reminder, we may also charge you extrajudicial collection costs amounting to 15% of the invoice amount with a minimum of € 40.00.
7. When sending a reminder, we will give consumers at least 14 days after receipt of this reminder to pay. If payment is still not made, the extrajudicial collection costs will be for the consumer’s account:
a. 15% of the amount of the principal sum over the first € 2,500.00 of the claim (with a minimum of € 40.00);
b. 10% of the amount of the principal sum over the next € 2,500.00 of the claim;
c. 5% of the amount of the principal sum over the next €5,000.00 of the claim;
d. 1% of the amount of the principal sum over the next € 190,000.00 of the claim;
e. 0.5% of the excess of the principal sum.
All this with an absolute maximum of €6,775.00.
8. For the calculation of the extrajudicial collection costs we are allowed to increase the principal sum of the claim after expiry of 1 year with the default interest accrued in that year.
9. Does your payment remain outstanding? Then we are entitled – by a written statement addressed to you – to dissolve the agreement or suspend our obligations under the agreement until you pay or give us proper security for this. We have this right of suspension even before you are in default of payment, if we have good reason to doubt your creditworthiness.
10. Payments received by us will be applied first to all interest and costs due and then to the longest outstanding payable invoices, unless you indicate in writing at the time of payment that it relates to a later invoice.
11. You may not set off our claims against counterclaims you believe you have against us. This also applies if you apply for (temporary) suspension of payment or are declared bankrupt.
12. The previous paragraph does not apply to consumers.
Article 16: Retention of title
1. All goods we deliver to you remain our property until you have fulfilled all your payment obligations.
2. These payment obligations concern not only the purchase price of the goods, but also our claims
a. for work carried out in connection with the delivery;
b. due to an attributable failure on your part, such as damages, extrajudicial collection costs, interest and any penalties.
3. If we deliver identical, non-individualisable items to you, the batch of items belonging to the oldest invoice(s) is always deemed to have been sold first. This means that the
retention of title always rests on all delivered goods still in your stock/premises at the time we invoke our retention of title.
4. You may resell the goods as part of your normal business operations, provided you also agree a retention of title with your customers.
5. You may not pledge goods subject to retention of title or place them under the effective control of a financier.
6. You shall inform us immediately if third parties claim that they have ownership or other rights to the goods.
7. As long as the goods are in your possession, you shall keep them carefully and as our identifiable property.
8. You shall arrange business or household insurance such that the goods delivered under retention of title are also insured. At our request, you will allow us to inspect the insurance policy and corresponding premium payment receipts.
9. Do you violate this article or do we invoke our retention of title for some other reason? Then we/our employees may enter your premises and repossess the goods. This does not affect our rights to dissolve the contract – by a written declaration addressed to you – or to compensation for our damage, lost profit and interest.
Article 17: Your property – right of retention
1. If you make property available to us – e.g. your car key for duplication or programming – it remains your property. We will not use these properties other than necessary for the execution of the order.
2. However, we may suspend the return of your property if – and during the period that:
a. have not (fully) paid the costs of (previous) work on these properties/your car;
b. have not (fully) paid other due claims we have on you.
3. We are not liable for any damage – of whatever nature – arising from the right of retention exercised by us.
Article 18: Bankruptcy – disposition etc.
1. We may dissolve the agreement – by a written statement addressed to you – at the time when you:
a. is declared bankrupt or an application has been made for this purpose;
b. applies for (provisional) suspension of payment;
c. is affected by attachment under execution;
d. is placed under guardianship or administration;
e. otherwise loses the power of disposition or legal capacity with respect to (parts of) your assets.
2. You will always inform the guardian or administrator about the (contents of the) agreement and these general terms and conditions.
Article 19: Force majeure
1. If we fail to fulfil our contractual obligations towards you, this cannot be attributed to us in the event of force majeure.
2. The following circumstances will in any case constitute force majeure on our part:
a. war, riot, mobilisation, domestic and foreign disturbances, government measures or threat of these/similar circumstances;
b. disruption of currency relations existing at the time of entering into the agreement;
c. business interruptions due to fire, burglary, sabotage, failure of electricity, internet or telephone connections, cybercrime, strikes, (measures related to) epidemic or pandemic, natural phenomena, (natural) disasters and the like;
d. transport difficulties and delivery problems caused by weather conditions, road blocks, accidents, import and export impeding measures, a (temporary) lack of the necessary materials/parts and the like.
3. In the event of force majeure, we may dissolve the agreement – by means of a written statement addressed to you – or adjust or suspend our work/deliveries for a reasonable period. We do not then have to pay any compensation to you.
4. Does the force majeure situation arise after we have already partly performed the agreement? Then we are entitled to compensation for work/deliveries already carried out.
Article 20: Cancellation – suspension
1. This article does not apply to cancellation within the statutory cooling-off period as referred to in Article 4.
2. If you cancel the agreement prior to or during execution, we may charge you fixed damages for:
a. all costs incurred (such as materials already purchased);
b. our losses due to the cancellation, including loss of profit.
Depending on all work and deliveries already carried out and costs incurred, this compensation is 20 to 100 % of the agreed price/compensation.
3. If you cancel/reschedule a scheduled appointment less than 24 hours in advance or fail to attend at the agreed time, we may charge you for the time reserved for this.
4. You shall indemnify us against third-party claims arising from the cancellation.
5. We may set off the compensation due against all amounts paid by you and your possible counterclaims.
6. Do you ask us to suspend performance of the agreement? Then we may immediately claim the compensation for all work/deliveries carried out and charge it to you. This also applies to costs incurred, costs resulting from the suspension and hours already reserved by us or third parties engaged by us for the suspension period.
7. Costs incurred by us in resuming the work/delivery(s) shall also be for your account. Can we not resume performance of the agreement after the suspension? Then we may dissolve the agreement – by a written statement addressed to you.
Article 21: Applicable law – competent court
1. Our agreements are governed by Dutch law.
2. We exclude the applicability of the Vienna Sales Convention (CISG).
3. We shall submit disputes to the court with jurisdiction in our place of business. In addition, we reserve the right at all times to submit the dispute to the competent court in your place of business or residence.
4. As a consumer, you may always choose the legally competent court, even if we choose a different court. You will then inform us of your choice within one month of receiving summons.
5. If you are located/reside outside the Netherlands, we may also submit the dispute to the competent court in the country or state where you are located/reside.